<SUBMISSION>
<ACCESSION-NUMBER>0001079973-04-000455
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040903
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20040907
<DATE-OF-FILING-DATE-CHANGE>20040903
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<COMPANY-DATA>
<CONFORMED-NAME>ASPENBIO INC
<CIK>0001167419
<ASSIGNED-SIC>2835
<IRS-NUMBER>841553387
<STATE-OF-INCORPORATION>CO
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-50019
<FILM-NUMBER>041017620
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1585 S. PERRY STREET
<STREET2>ASPENBIO INC.
<CITY>CASTLE ROCK
<STATE>CO
<ZIP>80104
<PHONE>(303) 794-2000
</BUSINESS-ADDRESS>
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<STREET1>1585 S. PERRY STREET
<STREET2>ASPENBIO INC.
<CITY>CASTLE ROCK
<STATE>CO
<ZIP>80104
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>aspenbio8k_090304.txt
<DESCRIPTION>CURRENT EVENT REPORT
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) September 3, 2004


                                  AspenBio, Inc
                                  -------------
             (Exact name of registrant as specified in its charter)


         Colorado                        0-50019                84-1553387
         --------                        -------                ----------
(State or other jurisdiction           (Commission             (IRS Employer
       of incorporation)               File Number)         Identification No.)


 1585 South Perry Street, Castle Rock, CO                          80104
 -----------------------------------------                         -----
  (Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (303) 794-2000



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>
Item 8.01 - Other Information.
            ------------------

     On September 3, 2004, the Registrant issued a press release announcing the
completion and termination of a $2,535,000, private placement. A copy of the
press release is furnished as Exhibit 99 to this report and is incorporated
herein by reference.


Item 9.01 Financial Statements and Exhibits.
          ----------------------------------

(c) Exhibits.

     99.1 Press release dated September 3, 2004.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                          AspenBio, Inc
                                                          (Registrant)

Date September 3, 2004                              /s/ Jeffrey G. McGonegal
                                                    ------------------------
                                                   Name: Jeffrey G. McGonegal
                                                 Title: Chief Financial Officer





<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>aspenbio8k_ex991.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1


For Immediate Release
                                            For additional information contact:

                                               Stan Altschuler at SGI at
                                                    (212) 838-1444    or
                                        J.W. Roth, AspenBio, Inc. (303) 638-7048


       AspenBio, Inc. Announces Completion of $2,535,000 Private Placement

Castle Rock, CO, September 3, 2004/PR News - AspenBio, Inc. (OTCBB: APNB)
announced today that it has completed and terminated its offering under a
private placement of unregistered securities ("Units") totaling an aggregate of
$2,535,000, with $1,247,500, having closed on July 21, 2004 and $1,287,500,
having closed on August 19, 2004. Each Unit sold consisted of 20,000 common
shares and 20,000 warrants exercisable for three years at $1.50/ share, at a
total price of $17,500 per Unit. The offering was completed through Westminster
Securities Corporation, the Company's placement agent for this offering. The
purpose of the private placement was to raise funds for working capital, new
product development and general corporate purposes.


--------------------------------------------------------------------------------


This news release includes "forward looking statements" of AspenBio, Inc.
("APNB") as defined by the Securities and Exchange Commission (the "SEC"). All
statements, other than statements of historical fact, included in the press
release that address activities, events or developments that APNB believes or
anticipates will or may occur in the future are forward-looking statements.
These statements are based on certain assumptions made based on experience,
expected future developments and other factors APNB believes are appropriate in
the circumstances. Such statements are subject to a number of assumptions, risks
and uncertainties, many of which are beyond the control of APNB. Investors are
cautioned that any such statements are not guarantees of future performance.
Actual results or developments may differ materially from those projected in the
forward-looking statements as a result of many factors, including development of
new products, obtaining additional funding, adverse changes in market
conditions, fluctuations in sales volumes, and problems in collecting
receivables. Furthermore, APNB does not intend (and is not obligated) to update
publicly any forward-looking statements. The contents of this news release
should be considered in conjunction with the warnings and cautionary statements
contained in APNB's recent filings with the SEC.

</TEXT>
</DOCUMENT>
</SUBMISSION>
